Exhibit 10.10

April 23, 2003

Via Federal Express Via Federal Express
CD&L, INC. K.B.D. SERVICES, INC.
80 Wesley Street c/o CD&L, INC.
Hackensack, New Jersey 07606 80 Wesley Street
Attention: Russell Reardon, CFO Hackensack, New Jersey 07606
Attention: Russell Reardon, CFO

Via Federal Express Via Federal Express
CLAYTON/NATIONAL OLYMPIC COURIER
COURIER SYSTEMS, INC. SYSTEMS, INC.
c/o CD&L, INC. c/o CD&L, INC.
80 Wesley Street 80 Wesley Street
Hackensack, New Jersey 07606 Hackensack, New Jersey 07606
Attention: Russell Reardon, CFO Attention: Russell Reardon, CFO

Via Federal Express Via Federal Express
CLICK MESSENGER SECURITIES COURIER
SERVICE, INC. CORPORATION
c/o CD&L, INC. c/o CD&L, INC.
80 Wesley Street 80 Wesley Street
Hackensack, New Jersey 07606 Hackensack, New Jersey 07606
Attention: Russell Reardon, CFO Attention: Russell Reardon, CFO

Re: $15,000,000 Revolving Loan/Letters of Credit Facility from SUMMIT
BUSINESS CAPITAL CORP., doing business as Fleet Capital-Business
Finance Division, to CD&L, INC., CLAYTON/NATIONAL COURIER SYSTEMS,
INC., CLICK MESSENGER SERVICE, INC., K.B.D. SERVICES, INC.,
OLYMPIC COURIER SYSTEMS, INC. and SECURITIES COURIER CORPORATION

Dear Mr. Reardon:

On June 27, 2002, CD&L, INC. ("CD&L"), CLAYTON/NATIONAL COURIER
SYSTEMS, INC., CLICK MESSENGER SERVICE, INC., K.B.D. SERVICES, INC., OLYMPIC
COURIER SYSTEMS, INC. and SECURITIES COURIER CORPORATION (collectively
"Borrowers") and SUMMIT BUSINESS CAPITAL CORP., doing business as Fleet
Capital-Business Finance Division (hereinafter "Summit Business Capital")
entered into a certain Loan and Security Agreement (hereinafter the "2002 Loan
Agreement"). Pursuant to the 2002 Loan

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 2

Agreement, Summit Business Capital extended to the Borrowers a $15,000,000
Revolving Loan/Letters of Credit facility (hereinafter the "Revolving Loan").

The 2002 Loan Agreement was amended by a letter amendment dated as of
November 19, 2002 (the "November 2002 Waiver Letter") and again amended by a
letter amendment dated as of January 30, 2003 (the "January 2003 Waiver
Letter").

Pursuant to the November 2002 Waiver Letter, Summit Business Capital
waived the Event of Default which arose under Section 7.10 of the 2002 Loan
Agreement because CD&L failed, as at the fiscal quarter ending September 30,
2002, to make scheduled payments due under its certain $1,650,000 (face amount)
promissory note dated February 6, 1999 (the "Gold Note"). The registered holder
of the Gold Note (the "Gold Noteholder") is the Trust created under Paragraph
Third of the Last Will and Testament of Charles Gold. In the definition of
"Seller Subordinated Notes" set forth in the 2002 Loan Agreement, the original
face amount of the Gold Note was erroneously recited to be $1,450,000 rather
than $1,650,000.

Pursuant to the January 2003 Waiver Letter, Borrowers were advised that
effective January 1, 2003, Summit Business Capital, the lender under the 2002
Loan Agreement, was merged into Fleet Capital Corporation ("Fleet"). As part of
the January 2003 Waiver Letter, Borrowers confirmed and accepted each and all of
the following terms and conditions:

(a) Borrowers consented to Summit Business Capital's assignment to
Fleet of all of Summit Business Capital's rights and remedies
under the 2002 Loan Agreement and the Loan Documents described
therein.

(b) Borrowers consented to Summit Business Capital's delegation to
Fleet of all of Summit Business Capital's obligations under the
2002 Loan Agreement and the Loan Documents described therein.

(c) Borrowers agreed that on and after the date of the January 2003
Waiver Letter Borrowers would look only to Fleet, and not to
Summit Business Capital, for any obligation heretofore required
of Summit Business Capital under the 2002 Loan Agreement and
the Loan Documents described therein.

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 3

(d) Borrowers released Summit Business Capital from any obligation
which Summit Business Capital may have had under the 2002 Loan
Agreement and the Loan Documents described therein.

Also pursuant to the January 2003 Waiver Letter, Fleet (as the
successor to Summit Business Capital) allowed CD&L to assign and transfer to the
Gold Noteholder all of the right, title and interest of CD&L (as noteholder) in
and to that certain $2,500,000 (face amount) note of Sureway Worldwide, LLC,
dated March 30, 2001 (the "Sureway Note"). Effective upon such assignment and
transfer and in consideration thereof, CD&L was released from all of its
obligations under the Gold Note, such Gold Note being deemed as a result to have
been paid in full.

The waiver set forth in the November 2002 Waiver Letter was subsumed by
the waiver and consent set forth in the January 2003 Waiver Letter. Thus, as
already set forth in the January 2003 Waiver Letter, the November 2002 Waiver
Letter is no longer be in force and effect, having been replaced by the January
2003 Waiver Letter.

Borrowers have now advised Fleet that Borrowers are not in compliance
with the "No Quarterly Loss" covenant set forth in Section 5.22 of the Loan
Agreement.

In this regard, Section 5.22 of the Loan Agreement provides in relevant
part as follows:

5.22 No Quarterly Loss except for First Fiscal Quarter.

(a) As at the end of each second, third and fourth
fiscal quarter for each of BORROWERS' fiscal years (commencing
with the fiscal quarter ending June 30, 2002), the BORROWERS
shall have consolidated minimum year-to-date net income before
extraordinary items (including therein goodwill impairment
charges) of at least $1.00.

(b) This covenant shall be tested as at the end of each
second, third and fourth fiscal quarter for each of BORROWERS'
fiscal years (commencing with the fiscal quarter ending June
30, 2002) by reference to the BORROWERS' quarterly financial
statements required to be submitted pursuant to this Agreement
for each such fiscal quarter and by using GAAP with the
exception of

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 4

"goodwill impairment" charges which are not considered
extraordinary items under GAAP.

Borrtowers have failed to comply with the aforesaid covenant for their
fiscal quarter ending December 31, 2002, because they experienced a loss of
$542,000 as at the applicable December 31, 2002 testing date.

Borrowers' failure to comply with the aforesaid covenant constitutes an
Event of Default under, among other provisions, Section 7.2 of the Loan
Agreement. Borrowers have requested that Fleet waive such Event of Default for
the fiscal quarter ending December 31, 2002, and only for such quarter.

Borrowers have also advised Fleet that Borrowers do not expect to be in
compliance with the "Fixed Charge Coverage" covenant set forth in Section 5.24
of the Loan Agreement as at the testing dates of June 30, 2003, September 30,
2003 and March 31, 2004.

In this regard, Section 5.24 of the Loan Agreement provides in relevant
part as follows:

5.24 Fixed Charge Coverage.

(a) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at the following levels:

* * *

(4) The BORROWERS must maintain their consolidated "Fixed Charge
Coverage" at a ratio equal to or greater than 1.0 to 1.0 as at the end of their
fourth fiscal quarter for 2002 and as at the end of each fiscal quarter
thereafter.

Borrowers project that they will fail to comply with the aforesaid
covenant as at the testing dates of June 30, 2003, September 30, 2003 and March
31, 2004.

Borrowers' failure to comply with the aforesaid covenant would
constitute an Event of Default under, among other provisions, Section 7.2 of the
Loan Agreement. In anticipation of that, Borrowers have requested that Fleet
reset such covenants for the testing dates of June 30, 2003,

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 5

September 30, 2003 and March 31, 2004 to a Fixed Charge Coverage ratio that is
in conformity with Borrowers' present projections.

In this regard, please be advised that Fleet will honor Borrowers'
requests and does hereby (1) waive any Event of Default which would arise by
Borrowers' failure to comply with Section 5.22 of the Loan Agreement as of the
December 31, 2002 testing date, and only such testing date and (2) agree to
reset the Fixed Charge Coverage ratio set forth in Section 5.24 of the Loan
Agreement for the testing dates of June 30, 2003, September 30, 2003 and March
31, 2004 (and no others) to a Fixed Charge Coverage ratio that is in conformity
with Borrowers' present projections.

Fleet's aforesaid waiver and consent is, however, subject to Borrowers'
confirmation and acceptance of the following terms and conditions (and
Borrowers' acceptance of this letter by their execution of a copy hereof will be
deemed such confirmation and acceptance):

(1) This waiver and consent relates only to Borrowers' failure to
comply with Section 5.22 of the Loan Agreement as of the
December 31, 2002 testing date, and only such testing date.

(2) Section 5.24(a) and Section 5.24(b)(1) of the Loan Agreement
are hereby amended so as to now provide as follows:

5.24 Fixed Charge Coverage.

(a) The BORROWERS must maintain their consolidated "Fixed
Charge Coverage" at the following levels:

(1) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than .9 to 1.0 as at the end of their
first fiscal quarter for 2002.

(2) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than .95 to 1.0 as at

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 6

the end of their second fiscal quarter for 2002.

(3) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than .9 to 1.0 as at the end of their
third fiscal quarter for 2002.

(4) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than 1.0 to 1.0 as at the end of their
fourth fiscal quarter for 2002.

(5) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than 1.0 to 1.0 as at the end of their
first fiscal quarter for 2003.

(6) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than .90 to 1.0 as at the end of their
second fiscal quarter for 2003.

(7) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than .85 to 1.0 as at the end of their
third fiscal quarter for 2003.

(8) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than 1.0 to 1.0 as at

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 7

the end of their fourth fiscal quarter for 2003.

(9) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than .90 to 1.0 as at the end of their
first fiscal quarter for 2004.

(10) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than 1.0 to 1.0 as at the end of their
second fiscal quarter for 2004 and as at the end
of each fiscal quarter thereafter.

(b) (1) For purposes of this covenant, "Fixed Charge
Coverage" means the following ratio:

BORROWERS' consolidated earnings before
interest, taxes, depreciation and amortization
LESS BORROWERS' consolidated "Unfunded
Capital Expenditures"
LESS BORROWERS' consolidated cash payment
of income tax liabilities
LESS cash distributions to CD&L's stockholders

-divided by--

all consolidated interest expense
PLUS all maturities of consolidated long term debt
which came due and were payable in the ordinary
course during the applicable test period
PLUS all maturities of Capital Lease Obligations
which came due and were payable in the ordinary
course during the applicable test period

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 8

LESS all payments made to the Senior
Subordination Lenders for which a reserve against
"loan value" had been established

(3) A new Section 5.28 is hereby added to the Loan Agreement so as
to provide as follows:

5.28 Fixed Charge Coverage as at 09/30/03 and 12/31/03.

(a) The BORROWERS must maintain their consolidated "Fixed
Charge Coverage" as at September 30, 2003 and as at
December 31, 2003 at the following levels:

(1) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than 1.2 to 1.0 as at the end of their
third fiscal quarter for 2003.

(2) The BORROWERS must maintain their consolidated
"Fixed Charge Coverage" at a ratio equal to or
greater than 1.3 to 1.0 as at the end of their
fourth fiscal quarter for 2003.

(b) For purposes of this covenant, "Fixed Charge
Coverage" has the meaning given that term in Section
5.24(b)

(c) This covenant shall be tested as at September 30,
2003 and as at December 31, 2003, for BORROWERS'
performance during each such quarter, by reference to
the BORROWERS' quarterly financial statements
required to be submitted under this Agreement and by
using GAAP.

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 9

(d) Although compliance with this Section will be tested
quarterly as aforesaid, nothing in the foregoing
shall prevent LENDER from determining that this
covenant has been violated prior to LENDER's receipt
of any of the aforementioned financial statements in
the event LENDER obtains actual knowledge that the
BORROWERS are not in compliance with this covenant.

(4) (a) Borrowers must confirm and, by their acceptance and
execution of a copy of this letter, do confirm that
all amounts due and owing under the Revolving Loan,
the Loan Agreement and the Loan Documents described
therein (hereinafter the "Loan Documents") are owed
to Fleet without offset, defense, recoupment,
set-off, deduction, or counterclaim.

(b) Borrowers must confirm and, by their acceptance and
execution of a copy of this letter, do confirm that
as of the opening of business on April 14, 2003, the
following principal and interest amounts, together
with were owed on the Revolving Loan:

(1) Principal $1,308,172.84

(2) Interest: accrued interest from April 1, 2003.

(c) Borrowers must confirm and, by their acceptance and
execution of a copy of this letter, do confirm that
as of the opening of business on April 14, 2003, the
following letter of credit was outstanding under the
Loan Agreement:

(1) Fleet National Bank Irrevocable Standby Letter of
Credit #5S1333508 $7,000,000.00 (US Dollars) (face
amount) Beneficiary: UBS Cayman Islands Ltd.

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 10

(5) Borrowers must pay Fleet a waiver fee of $20,000 and, by their
acceptance and execution of a copy of this letter, do
authorize Fleet to charge the Revolving Loan the amount of
such waiver fee.

(6) Borrowers must confirm and, by their acceptance and execution
of a copy of this letter, do confirm that there exist no
claims or charges against any actions or inactions of Fleet in
extending the Revolving Loan or in making disbursements
thereunder or in otherwise administering the Revolving Loan,
the Loan Agreement and/or the Loan Documents.

(7) Borrowers must waive, release and discharge and, by their
acceptance and execution of a copy of this letter, do waive,
release and discharge any and all claims or causes of action
of any kind whatsoever, whether at law or in equity, arising
on or prior to the date hereof, which Borrowers may have
against Fleet, its predecessors, its successors and assigns,
agents, employees and counsel, in connection with the
Revolving Loan, the Loan Agreement and the Loan Documents. The
waivers and releases made herein include the waiver of any
damages which may have been or may in the future be caused to
Borrowers their respective properties or business prospects
because of the actions waived and released and the agreements
made herein, including without limitation, any actual or
implicit, direct or indirect, incidental or consequential
damages suffered by Borrowers therefrom, including but not
limited to (a) lost profits, (b) loss of business opportunity,
(c) increased financing costs, (d) increased legal and other
administrative fees and (e) damages to business reputation.

(8) Borrowers must confirm and, by their acceptance and execution
of a copy of this letter, do confirm that all of the terms,
covenants and provisions of the Revolving Loan, the Loan
Agreement and the Loan Documents (as all have been hereby
extended) shall continue in full force and effect.

(9) Borrowers must continue to comply with the terms of the
Revolving Loan and not be in default thereunder.

(10) Borrowers must continue to comply with the terms of the
guaranty set forth in the Loan Agreement and not be in default
thereunder.

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 11

(11) All rights of Fleet shall continue to be determined in
accordance with the Loan Agreement and the Loan Documents
until all Liabilities (as defined in the Loan Agreement) are
paid in full.

(12) The obligations of each Borrower, as a guarantor of the
amounts owed by the other Borrowers under the Loan Agreement,
continue in full force and effect and are not impaired or
otherwise lessened or adversely affected by the waiver granted
by this letter.

(13) This letter will be deemed a modification of the Loan
Agreement and Borrowers' obligations hereunder will be
considered a covenant of the Loan Agreement.

(14) All of the other Loan Documents shall be deemed to be amended
in manner consistent hereto and conforming herewith.

(15) Borrowers must pay for the services of Fleet's counsel who was
engaged to review the Loan Agreement and to assist in the
preparation of this letter. Borrowers understand that they are
remain obligated to pay for the services of Fleet's counsel
who was previously engaged to do all necessary UCC follow up
after the June 27, 2002, and to assist in the preparation of
the November 2002 Waiver Letter and the January 2003 Waiver
Letter, bills for all of which have not yet been rendered. By
their acceptance and execution of a copy of this letter,
Borrowers authorize Fleet to charge the Revolving Loan the
amount of such fees.

If Borrowers are in agreement with the terms and conditions of this
letter, please execute the enclosed copy of this letter and return it to me no
later than April 23, 2003.

Very truly yours,

FLEET CAPITAL CORPORATION (successor to Summit
Business Capital Corp., doing business as Fleet
Capital-Business Finance Division)

By: James M. Jordan, Vice President

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 12

CONSENT OF CD&L, INC., CLAYTON/NATIONAL COURIER SYSTEMS, INC.,
CLICK MESSENGER SERVICE, INC., K.B.D. SERVICES, INC.,
OLYMPIC COURIER SYSTEMS, INC. and SECURITIES COURIER CORPORATION

Each of CD&L, INC., CLAYTON/NATIONAL COURIER SYSTEMS, INC., CLICK
MESSENGER SERVICE, INC., K.B.D. SERVICES, INC., OLYMPIC COURIER SYSTEMS, INC.
and SECURITIES COURIER CORPORATION hereby agrees to the terms and conditions of
the above letter as of April 23, 2003.

ATTEST: CD&L, INC. (formerly known as Consolidated Delivery &
Logistics Inc.)